Execution of Documents
Section 44 of the Companies Act 2006 provides that a document is executed by a Company.
(a) By the affixing of its Common Seal or:
(b) By signature in accordance with the following provisions.
Section 44 states that a document is validly executed by a company if signed on behalf of the company either by two authorised signatories (see below) or by a director of the company in the presence of a witness who signs as such.
The following are authorised signatories:
- Every director.
- The secretary (or any joint secretary) of the company.
There is a presumption in favour of a purchaser that a document is deemed to have been duly executed if it has been signed in accordance with the above requirements.
The Act permits one person to sign in different capacities, but it will be necessary for the person to sign separately in each capacity e.g. different companies. In the case of a corporate officer, the signature must be from an individual authorised by the firm to sign on its behalf.
For the purpose of the Law of Property (Miscellaneous Provisions) Act 1989 a document is validly executed by a company as a deed if it is duly executed by the company and it is delivered as a deed. A document is presumed to be delivered on execution unless the contrary intention is proved (Section 46 (2)).
Section 47 provides that, by deed, a company may empower a person to act as its attorney to execute deeds or other documents on its behalf. A deed so executed has effect as if executed by the company.
For more information contact BEST member, Nick Richardson of RHW solicitors. nick.richardson@rhw.co.uk
